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REGISTERED NUMBER: 15448787 (England and Wales)







Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Period 29th January 2024 to 31st December 2024

for

Bellator Holdings Limited

Bellator Holdings Limited (Registered number: 15448787)






Contents of the Consolidated Financial Statements
for the Period 29th January 2024 to 31st December 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 4

Consolidated Statement of Comprehensive Income 7

Consolidated Balance Sheet 8

Company Balance Sheet 9

Consolidated Statement of Changes in Equity 10

Company Statement of Changes in Equity 11

Consolidated Cash Flow Statement 12

Notes to the Consolidated Cash Flow Statement 13

Notes to the Consolidated Financial Statements 14


Bellator Holdings Limited

Company Information
for the Period 29th January 2024 to 31st December 2024







DIRECTORS: Paul Anthony Collins
Michael John Fellows





REGISTERED OFFICE: Thorneloe House
25 Barbourne Road
Worcester
Worcestershire
WR1 1RU





REGISTERED NUMBER: 15448787 (England and Wales)





AUDITORS: Richards Sandy Audit Services Limited
(Statutory Auditor)
Thorneloe House
25 Barbourne Road
Worcester
WR1 1RU

Bellator Holdings Limited (Registered number: 15448787)

Group Strategic Report
for the Period 29th January 2024 to 31st December 2024

The directors present their strategic report of the company and the group for the period 29th January 2024 to 31st December 2024.

REVIEW OF BUSINESS
During the period the group acquired three trading subsidiaries and the freehold properties in which each subsidiary operates out of. These acquisition were funded by new bank loans taken out in the year.

As the period end the group had net assets of £1,211,510.

PRINCIPAL RISKS AND UNCERTAINTIES
There are a variety of business risks arising from operating within the manufacturing industry. The directors manage risk associated with general market conditions through knowledge of the industry and monthly management accounts.

In line with the rest of the manufacturing sector the directors have identified the following as the more significant risks and uncertainties faced by the company are:
- customer retention;
- recoverability on trade debtors;
- margin pressures arising from price sensitivity of contracts;
- increases in labour costs;
- increases in material costs; and
- overall profitability.

The directors believe that robust internal control processes in place including credit control, strong customer and supplier relationships, and excellent levels of customer service, provide the group with very good protection in relation to the principle risks and uncertainties faced.

The group has taken out long term variable rate bank loans to finance the acquisition of its subsidiaries and related freehold property. The directors monitor, review and manage cash flow of all of the companies within the group as well as the group as a whole to ensure that sufficient cash is generated from operations to meet the repayment terms of these loans.

KEY PERFORMANCE INDICATORS
Because all three subsidiaries were purchased part way through the current period, the length of time between the date of acquisition and the period end is considered to be too short a period for any meaningful analysis regarding the trading results of each of the subsidiaries since their date of acquisition to be undertaken. As such the directors do not consider there to be any key performance indicators that can be reliably calculated in regard to the current financial period.

PLANS FOR THE FUTURE
The directors are looking to acquire an additional trading subsidiary in the near future.

ON BEHALF OF THE BOARD:





Paul Anthony Collins - Director


30th October 2025

Bellator Holdings Limited (Registered number: 15448787)

Report of the Directors
for the Period 29th January 2024 to 31st December 2024

The directors present their report with the financial statements of the company and the group for the period 29th January 2024 to 31st December 2024.

INCORPORATION
The group was incorporated on 29th January 2024 .

PRINCIPAL ACTIVITY
The principal activity of the group in the period under review was that of the manufacture and sale of security fencing and coating and galvanising of metal.

DIVIDENDS
No dividends will be distributed for the period ended 31st December 2024.

DIRECTORS
Paul Anthony Collins has held office during the whole of the period from 29th January 2024 to the date of this report.

Other changes in directors holding office are as follows:

Michael John Fellows - appointed 25th November 2024

Both the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

DISCLOSURE IN THE STRATEGIC REPORT
Information regarding principal risks regarding financial instruments and plans for the future is included in the Strategic Report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:





Paul Anthony Collins - Director


30th October 2025

Report of the Independent Auditors to the Members of
Bellator Holdings Limited

Opinion
We have audited the financial statements of Bellator Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31st December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31st December 2024 and of the group's profit for the period then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Report of the Independent Auditors to the Members of
Bellator Holdings Limited


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, we have:
- obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the group operates in and how the group is complying with the legal and regulatory framework; and
- inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', the Companies Act 2006 (and related legislation), laws and regulations relating to the employment and payment of staff including, but not limited to, the Employment Rights Act 1996, the National Minimum Wage Act 1998 and the Pensions Act 2008, and laws and regulations relating to tax compliance, specifically corporation tax and VAT.

We performed audit procedures to detect non-compliances which may have a material impact on the financial statements, which included reviewing the financial statement disclosures. This includes sample testing of monthly payroll records for the calculation of gross wages, payroll taxes and pension costs. We have also reviewed corporation tax and VAT calculation for the year for indications of material errors, including testing of the VAT treatment on a sample of sales and purchases.

We identified the areas of the financial statements most susceptible to fraud to be management's judgement in calculating work in progress. Audit procedures performed included, but were not limited to, reviewing managements workings behind these calculations, and tracing to source documentation.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
Bellator Holdings Limited


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Miss Aimee Stinton FCCA (Senior Statutory Auditor)
for and on behalf of Richards Sandy Audit Services Limited
(Statutory Auditor)
Thorneloe House
25 Barbourne Road
Worcester
WR1 1RU

30th October 2025

Bellator Holdings Limited (Registered number: 15448787)

Consolidated
Statement of Comprehensive
Income
for the Period 29th January 2024 to 31st December 2024

Notes £    £   

TURNOVER 4 10,053,512

Cost of sales 7,945,336
GROSS PROFIT 2,108,176

Distribution costs 54,787
Administrative expenses 1,014,614
1,069,401
1,038,775

Other operating income 2,000
OPERATING PROFIT 6 1,040,775

Amortisation of positive goodwill 8 (11,829 )
Amortisation of negative goodwill 8 641,646
1,670,592

Interest receivable and similar income 9 135
1,670,727

Interest payable and similar expenses 10 261,682
PROFIT BEFORE TAXATION 1,409,045

Tax on profit 11 197,635
PROFIT FOR THE FINANCIAL PERIOD 1,211,410

OTHER COMPREHENSIVE INCOME -
TOTAL COMPREHENSIVE INCOME FOR
THE PERIOD

1,211,410

Profit attributable to:
Owners of the parent 1,211,410

Total comprehensive income attributable to:
Owners of the parent 1,211,410

Bellator Holdings Limited (Registered number: 15448787)

Consolidated Balance Sheet
31st December 2024

Notes £    £   
FIXED ASSETS
Intangible assets 13 482,877
Tangible assets 14 7,234,000
Investments 15 -
7,716,877

CURRENT ASSETS
Stocks 16 866,543
Debtors 17 2,796,723
Cash at bank and in hand 1,220,721
4,883,987
CREDITORS
Amounts falling due within one year 18 5,986,542
NET CURRENT LIABILITIES (1,102,555 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,614,322

CREDITORS
Amounts falling due after more than one
year

19

(4,923,216

)

PROVISIONS FOR LIABILITIES 23 (479,596 )
NET ASSETS 1,211,510

CAPITAL AND RESERVES
Called up share capital 24 100
Retained earnings 25 1,211,410
SHAREHOLDERS' FUNDS 1,211,510

The financial statements were approved by the Board of Directors and authorised for issue on 30th October 2025 and were signed on its behalf by:





Paul Anthony Collins - Director


Bellator Holdings Limited (Registered number: 15448787)

Company Balance Sheet
31st December 2024

Notes £    £   
FIXED ASSETS
Intangible assets 13 -
Tangible assets 14 6,039,794
Investments 15 13,018,587
19,058,381

CURRENT ASSETS
Debtors 17 112,368
Cash at bank 458,057
570,425
CREDITORS
Amounts falling due within one year 18 14,741,065
NET CURRENT LIABILITIES (14,170,640 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,887,741

CREDITORS
Amounts falling due after more than one
year

19

(4,855,841

)

PROVISIONS FOR LIABILITIES 23 (262,503 )
NET LIABILITIES (230,603 )

CAPITAL AND RESERVES
Called up share capital 24 100
Retained earnings 25 (230,703 )
SHAREHOLDERS' FUNDS (230,603 )

Company's loss for the financial year (230,703 )

The financial statements were approved by the Board of Directors and authorised for issue on 30th October 2025 and were signed on its behalf by:





Paul Anthony Collins - Director


Bellator Holdings Limited (Registered number: 15448787)

Consolidated Statement of Changes in Equity
for the Period 29th January 2024 to 31st December 2024

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Increase in share capital 100 - 100
Total comprehensive income - 1,211,410 1,211,410
Balance at 31st December 2024 100 1,211,410 1,211,510

Bellator Holdings Limited (Registered number: 15448787)

Company Statement of Changes in Equity
for the Period 29th January 2024 to 31st December 2024

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Increase in share capital 100 - 100
Total comprehensive income - (230,703 ) (230,703 )
Balance at 31st December 2024 100 (230,703 ) (230,603 )

Bellator Holdings Limited (Registered number: 15448787)

Consolidated Cash Flow Statement
for the Period 29th January 2024 to 31st December 2024

Notes £   
Cash flows from operating activities
Cash generated from operations 1 6,709,731
Corporation tax paid (282,836 )
Net cash from operating activities 6,426,895

Cash flows from investing activities
Purchase of intangible fixed assets (6,000 )
Purchase of tangible fixed assets (528,110 )
Sale of tangible fixed assets 45,000
Cash spent on purchase of subsidiaries (11,518,587 )
Cash held in subsidiaries when purchased 1,094,112
Interest received 135
Net cash from investing activities (10,913,450 )

Cash flows from financing activities
New bank loans 5,210,800
Bank loan repayments (109,604 )
Borrowed from non-director shareholders 1,000,000
Settlement of deferred consideration (83,333 )
Hire purchase loan repayments (49,005 )
Share issue 100
Interest payable (261,682 )
Net cash from financing activities 5,707,276

Increase in cash and cash equivalents 1,220,721
Cash and cash equivalents at beginning
of period

2

-

Cash and cash equivalents at end of
period

2

1,220,721

Bellator Holdings Limited (Registered number: 15448787)

Notes to the Consolidated Cash Flow Statement
for the Period 29th January 2024 to 31st December 2024

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

£   
Profit before taxation 1,409,045
Depreciation charges 150,613
Profit on disposal of fixed assets (3,044 )
Goodwill amortisation (629,817 )
Finance costs 261,682
Finance income (135 )
1,188,344
Decrease in stocks 726,025
Decrease in trade and other debtors 5,737,335
Decrease in trade and other creditors (941,973 )
Cash generated from operations 6,709,731

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 31st December 2024
31.12.24 29.1.24
£    £   
Cash and cash equivalents 1,220,721 -


3. ANALYSIS OF CHANGES IN NET DEBT

Other
Subsidiary non-cash
At 29.1.24 Cash flow acquisition changes At 31.12.24
£    £    £    £    £   
Net cash
Cash at bank
and in hand - 126,609 1,094,112 1,220,721
- 126,609 1,094,112 1,220,721
Debt
Finance leases - 49,005 (20,457 ) (124,669 ) (96,121 )
Debts falling due
within 1 year - 109,604 - (354,959 ) (245,355 )
Debts falling due
after 1 year - (5,210,800 ) - 354,959 (4,855,841 )
- (5,052,191 ) (20,457 ) (124,669 ) (5,197,317 )
Total - (4,925,582 ) 1,073,655 (124,669 ) (3,976,596 )

4. MAJOR NON-CASH TRANSACTIONS

During the period the group acquire tangible fixed assets under hire purchase agreement with total cost of £124,669.

Consideration for the acquisition of subsidiaries in the period included deferred consideration of £1,500,000.

Included in net assets of subsidiaries at date of acquisition was a deposit of £82,980 relating to a post acquisition purchase of a tangible fixed asset.

Bellator Holdings Limited (Registered number: 15448787)

Notes to the Consolidated Financial Statements
for the Period 29th January 2024 to 31st December 2024

1. STATUTORY INFORMATION

Bellator Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

BASIS OF CONSOLIDATION
The consolidated financial statements incorporate those of Bellator Holdings Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefit). All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provide evidence of an impairment of the asset transferred.

None of the group companies are considered to have accounting policies that are not in line with those of the group.

Business combinations are accounted for by applying the purchase method, whereby at the acquisition date the group recognises goodwill (both positive and negative) acquired in a business combination as an asset, where goodwill is the excess of the cost of the business combination over the acquirer’s interest in the net amount of the identifiable assets, liabilities and contingent liabilities recognised. The cost of a business combination is the total of fair values, at the acquisition date, of assets given, liabilities incurred or assumed, and equity instruments issued by the group, in exchange for control of the subsidiary, plus any costs directly attributable (including legal fees and disbursements).

GOING CONCERN
At the period end the parent company's individual balance sheet was in a net liabilities position.

The parent company is a holding company for the group and has not trading activities itself. The company has the financial support of its trading subsidiaries. The group as a whole is considered to be a going concern.

TURNOVER
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has passed to the buyer (usually on dispatch of the goods) and the amount of turnover can be measured reliably.

Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable.

GOODWILL
Positive goodwill, being the amount paid in connection with the acquisitions of subsidiaries in excess of the fair value of net assets of the subsidiaries at time of acquisition, is being amortised evenly over their estimated useful lives of 10 years from the date of acquisition.

Negative goodwill, being the amount paid in connection with the acquisitions of subsidiaries less than the fair value of net assets of the subsidiaries at time of acquisition, is released to the profit and loss account in line with the release of the fair value of non-monetary assets of the relating subsidiaries at time of acquisition to the profit and loss account. Non-monetary assets include tangible fixed assets, stock and prepayments.

INTANGIBLE ASSETS
Computer software under development is not depreciated until the development has been completed and the computer software is available for use.

Bellator Holdings Limited (Registered number: 15448787)

Notes to the Consolidated Financial Statements - continued
for the Period 29th January 2024 to 31st December 2024

2. ACCOUNTING POLICIES - continued

TANGIBLE FIXED ASSETS
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property- not depreciated
Plant and machinery- 10% on cost and 20% on cost
Motor vehicles- 25% on cost
Computer equipment- 33% on cost

Freehold property is not depreciated on the basis that the residual value is expected to be not less than historical cost.

STOCKS
Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

FINANCIAL INSTRUMENTS
Financial instruments are recognised when the company becomes party to contractual provisions of the instrument.

Financial assets are offset, with the net amounts presented in the accounts where there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic Financial Assets
Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Basic Financial Liabilities
Basic financial liabilities, including trade and other payables, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of future receipts, discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of the operations from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction.

TAXATION
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

DEFERRED TAX
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Bellator Holdings Limited (Registered number: 15448787)

Notes to the Consolidated Financial Statements - continued
for the Period 29th January 2024 to 31st December 2024

2. ACCOUNTING POLICIES - continued

PENSION COSTS
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Depreciation rates applied to tangible fixed assets
Tangible fixed assets are initially measured at cost, net of depreciation and any impairment losses. Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the basis disclosed in the accounting policies.

The closing net book value at the year end and depreciation charge for the year is disclosed in note 14.

Allocation of production overheads to cost of work in progress
Cost of work in progress manufactured by the company includes an estimate for the allocation of production overheads. This allocation is based on a percentage mark up applied to the calculated wage cost element of direct manufacturing costs, with different percentage mark ups calculated for each of the main locations of manufacture operated by the company.

The value of stock of work in progress at the year end is disclosed in note 16.

Impairment review of stock
At the end of each reporting period stock are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account.

The value of total stock at the year end is disclosed in note 16.

4. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

£   
Sale of steel fences 6,472,252
Coating of steel services 3,233,128
Galvanising of metal services 348,132
10,053,512

All turnover relates to businesses acquired in the year.

5. EMPLOYEES AND DIRECTORS
£   
Wages and salaries 1,982,831
Social security costs 198,360
Other pension costs 40,992
2,222,183

The average number of employees during the period was as follows:

Employees 57

Pension costs relate to defined contribution schemes only.

Bellator Holdings Limited (Registered number: 15448787)

Notes to the Consolidated Financial Statements - continued
for the Period 29th January 2024 to 31st December 2024

5. EMPLOYEES AND DIRECTORS - continued

£   
Directors' remuneration 196,710

6. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

£   
Operating lease income (2,000 )
Depreciation - owned assets 150,613
Profit on disposal of fixed assets (3,044 )
Positive goodwill amortisation 11,829
Negative goodwill amortisation (641,646 )
Bad debts 13,024

7. AUDITORS' REMUNERATION FOR AUDIT SERVICES

2024
£
Audit of parent company 4,000
Audit of subsidiaries 25,050
29,050

8. AMORTISATION OF GOODWILL
£   
Amortisation of positive goodwill (11,829 )
Amortisation of negative goodwill 641,646
629,817

Positive goodwill is released to the profit and loss account over its estimated useful economic life of 10 years from date of acquisition of the related subsidiary.

Negative goodwill is released to the profit and loss account in line with the release of the fair value of non-monetary assets of the relating subsidiaries at time of acquisition to the profit and loss account. Non-monetary assets include tangible fixed assets, stock and prepayments.

9. INTEREST RECEIVABLE AND SIMILAR INCOME
£   
Other interest receivable 135

10. INTEREST PAYABLE AND SIMILAR EXPENSES
£   
Bank loan interest payable 259,993
Hire purchase interest payable 1,689
261,682

Bellator Holdings Limited (Registered number: 15448787)

Notes to the Consolidated Financial Statements - continued
for the Period 29th January 2024 to 31st December 2024

11. TAXATION

Analysis of the tax charge
The tax charge on the profit for the period was as follows:
£   
Current tax:
UK corporation tax 67,948

Deferred tax:
Origination and reversal of timing differences 129,687
Tax on profit 197,635

RECONCILIATION OF TOTAL TAX CHARGE INCLUDED IN PROFIT AND LOSS
The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below:

£   
Profit before tax 1,409,045
Profit multiplied by the standard rate of corporation tax in the UK of 25 % 352,261

Effects of:
Expenses not deductible for tax purposes 2,918
Amortisation of goodwill not recognised for tax purposes (157,454 )
Marginal rate relief (90 )
Total tax charge 197,635

12. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.


13. INTANGIBLE FIXED ASSETS

Group
Positive Negative Computer
goodwill goodwill software Totals
£    £    £    £   
COST
Additions - - 6,000 6,000
Acquired as part of business
combinations

709,769

(862,709

)

-

(152,940

)

At 31st December 2024 709,769 (862,709 ) 6,000 (146,940 )
AMORTISATION
Amortisation for period 11,829 (641,646 ) - (629,817 )
At 31st December 2024 11,829 (641,646 ) - (629,817 )
NET BOOK VALUE
At 31st December 2024 697,940 (221,063 ) 6,000 482,877

Computer software was under development at the period end.

Bellator Holdings Limited (Registered number: 15448787)

Notes to the Consolidated Financial Statements - continued
for the Period 29th January 2024 to 31st December 2024

14. TANGIBLE FIXED ASSETS

Group
Freehold Plant and Motor Computer
property machinery vehicles equipment Totals
£    £    £    £    £   
COST
Additions 9,794 506,641 219,324 - 735,759
Disposals - - (118,196 ) - (118,196 )
Acquired as part of business
combinations

6,030,000

4,083,304

719,958

395,128

11,228,390
At 31st December 2024 6,039,794 4,589,945 821,086 395,128 11,845,953
DEPRECIATION
Charge for period - 90,709 48,707 11,197 150,613
Eliminated on disposal - - (76,240 ) - (76,240 )
Acquired as part of business
combinations

-

3,826,390

340,993

370,197

4,537,580
At 31st December 2024 - 3,917,099 313,460 381,394 4,611,953
NET BOOK VALUE
At 31st December 2024 6,039,794 672,846 507,626 13,734 7,234,000

At the period end the group had motor vehicle tangible fixed assets held under hire purchase agreements with net book value totalling £129,215.

Company
Freehold
property
£   
COST
Additions 6,039,794
At 31st December 2024 6,039,794
NET BOOK VALUE
At 31st December 2024 6,039,794

All freehold property is rented out to subsidiaries of the company.

15. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
Additions 13,018,587
At 31st December 2024 13,018,587
NET BOOK VALUE
At 31st December 2024 13,018,587


Bellator Holdings Limited (Registered number: 15448787)

Notes to the Consolidated Financial Statements - continued
for the Period 29th January 2024 to 31st December 2024

15. FIXED ASSET INVESTMENTS - continued


Subsidiaries
At the year end the company had the following subsidiaries:

Company's Group's
percentage percentage
Subsidiary Nature of business holding holding

Kelcamp Steel Fencing Ltd manufacture and sale of security fencing 100% 100%

Aspect Powder Coatings Ltd coating of steel with polyester powder 100% 100%

Stoke Galvanising Ltd galvanising of metal 100% 100%

The registered office of the subsidiaries are as follows:

Subsidiary Registered Office

Kelcamp Steel Fencing Ltd Florida Close Hot Lane Industrial Estate, Burslem, Stoke On Trent, Staffordshire, ST6 2DJ

Aspect Powder Coatings Ltd Aspect House Coneygre Industrial Estate, Birmingham New Road, Tipton, West Midlands, DY4 8XP

Stoke Galvanising Ltd Nevada Lane, Burslem, Stoke-On-Trent, Staffordshire, ST6 2BN

16. STOCKS


Group
£   
Raw materials 639,871
Work-in-progress 226,672
866,543

17. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group Company
£    £   
Trade debtors 2,589,352 -
Other debtors 7,761 -
VAT 120,175 112,368
Prepayments 79,435 -
2,796,723 112,368

Bellator Holdings Limited (Registered number: 15448787)

Notes to the Consolidated Financial Statements - continued
for the Period 29th January 2024 to 31st December 2024

18. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group Company
£    £   
Bank loans and overdrafts (see note 20) 245,355 245,355
Hire purchase contracts (see note 21) 28,746 -
Customer payments on account 74,330 -
Trade creditors 2,394,087 18,142
Amounts owed to group undertakings - 12,035,954
Corporation tax 317,218 13,047
Social security and other taxes 339,032 -
Other creditors 483,090 416,667
Amounts owed to non-director shareholders 883,874 999,950
Amounts owed to other related parties 6,159 -
Directors' loan accounts 1,031,929 1,007,950
Accrued expenses 182,722 4,000
5,986,542 14,741,065

19. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR


Group Company
£    £   
Bank loans (see note 20) 4,855,841 4,855,841
Hire purchase contracts (see note 21) 67,375 -
4,923,216 4,855,841

20. LOANS

An analysis of the maturity of loans is given below:


Group Company
£    £   
Amounts falling due within one year or on demand:
Bank loans 245,355 245,355
Amounts falling due between one and two years:
Bank loans 249,638 249,638
Amounts falling due between two and five years:
Bank loans 886,402 886,402
Amounts falling due in more than five years:
Repayable by instalments
Bank loans 3,719,801 3,719,801

Bank loans are repayable by variable monthly instalments with the amounts repayable dependent on the amount of monthly interest charged. Interest on bank loans is being charged at Bank of England base rate plus either 2.4% or 2.5%.

Bellator Holdings Limited (Registered number: 15448787)

Notes to the Consolidated Financial Statements - continued
for the Period 29th January 2024 to 31st December 2024

21. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire
purchase
contracts
£   
Net obligations repayable:
Within one year 28,746
Between one and five years 67,375
96,121

22. SECURED DEBTS

The following secured debts are included within creditors:


Group Company
£    £   
Bank loans 5,101,196 5,101,196
Hire purchase contracts 96,121 -
5,197,317 5,101,196

Bank loans are secured by a cross party guarantee and debenture consisting of fixed and floating charges over all assets and undertakings of the both the parent company and all of its subsidiaries.

Hire purchase loans are secured by way of charges over the tangible fixed assets to which they relate.

23. PROVISIONS FOR LIABILITIES


Group Company
£    £   
Deferred tax
Accelerated capital allowances 217,481 -
Deferred taxable gains on freehold property 262,503 262,503
Other timing differences (388 ) -
479,596 262,503

Group
Deferred
tax
£   
Charge to Statement of Comprehensive Income during period 129,687
Business combination additions 349,909
Balance at 31st December 2024 479,596

Company
Deferred
tax
£   
Charge to Statement of Comprehensive Income during period 262,503
Balance at 31st December 2024 262,503

Bellator Holdings Limited (Registered number: 15448787)

Notes to the Consolidated Financial Statements - continued
for the Period 29th January 2024 to 31st December 2024

23. PROVISIONS FOR LIABILITIES - continued

Deferred tax provisions relating to accelerated capital allowances is expected to be reversed out over the useful lives of the individual tangible fixed assets to which they relate, with an estimated £55,000 expected to reverse out in the next financial year, excluding the effect of any additions or disposals of tangible fixed asset that may occur in the next financial year.

Deferred tax provisions relating to freehold properties held in subsidiaries and measured at fair value at date of acquisition, which were then sold to the parent company at fair value immediately after acquisition, with a nil loss / nil gain election applied for corporation tax purposes, will reverse out when the group sells the freehold property to which these provisions relate.

Deferred tax provisions relating to other short term timing differences are expected to fully reverse out in the next financial year.

24. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal
value: £   
50 Ordinary A £1 50
50 Ordinary B £1 50
100

The following shares were allotted and fully paid for cash at par during the period:

50 Ordinary A shares of £1 each
50 Ordinary B shares of £1 each

Ordinary A and B shares are treated as being identical and rank pari passu, except in regard to the distribution of profits where such matters are determined by the directors.

25. RESERVES

Retained earnings
Retained earnings represent cumulative profits and losses made by the company net of distributions to owners.

At the period end, the group's ability to issue dividends was partly restricted, both due to the individual parent company having insufficient reserves to issue dividends in its own right and also due to the retained earnings of subsidiaries including gains on sale of property to the parent company that are considered unrealised gains for distribution purposes under Companies Act 2006.

26. RELATED PARTY DISCLOSURES

Fastline Steel Services UK Limited owns 50% of the issued share capital of the group's parent company Bellator Holdings Limited. Fastline Steel Services UK Limited is wholly owned by Michael Fellows, a director of the group. During the period the group made sales to Fastline Steel Services UK Limited totalling £961,896 and made purchases from Fastline Steel Services UK Limited totalling £551,352. At the period end the group owed Fastline Steel Services UK Limited a net total of £883,874.

Fastline International Ltd is a company wholly owned by Michael Fellows, a director of the group. During the period the group made purchases from Fastline International Ltd totalling £5,132. At the period end the group owed Fastline International Ltd a total of £6,159.

During the period the company acquired 25% of the issued share capital of Aspect Powder Coating Limited for £1,000,000 from Paul Collins, a director and 50% shareholder of the group. At the year end the group owed Paul Collins a total of £1,031,929.

27. ULTIMATE CONTROLLING PARTY

The ultimate controlling parties are the directors P Collins and M Fellows, who between them have joint control either director or indirectly all of the share capital of Bellator Holdings Limited.

Bellator Holdings Limited (Registered number: 15448787)

Notes to the Consolidated Financial Statements - continued
for the Period 29th January 2024 to 31st December 2024

28. BUSINESS COMBINATIONS - KELCAMP STEEL FENCING LIMITED

Bellator Holdings Limited acquired 100% of the share capital of Kelcamp Steel Fencing Limited, a company registered in England and Wales, on 30 April 2024.

£
Fair value of assets and liabilities at date of acquisition
Tangible fixed assets 2,194,475
Stock 975,065
Debtors 4,576,972
Cash 563,434
Creditors (2,885,475 )
Deferred tax (125,393 )
5,299,078
Negative goodwill (249,011 )
5,050,067

Consideration paid
Cash payments 5,000,000
Legal fees and disbursements relating to purchase of subsidiary 50,067
5,050,067

Post acquisition trading results of Kelcamp Steel Fencing Limited
£
Turnover 6,472,252
Profit and loss before tax 1,766,774
Profit and loss after tax 1,673,260

Post acquisition trading results includes transactions with to other group companies that eliminate on consolidation, including including profit on sale of freehold property to Bellator Holdings Limited of £1,396,352.

Bellator Holdings Limited (Registered number: 15448787)

Notes to the Consolidated Financial Statements - continued
for the Period 29th January 2024 to 31st December 2024

29. BUSINESS COMBINATIONS - ASPECT POWDER COATINGS LIMITED

Bellator Holdings Limited acquired 100% of the share capital of Aspect Powder Coatings Limited, a company registered in England and Wales, on 30 April 2024.

£
Fair value of assets and liabilities at date of acquisition
Tangible fixed assets 3,609,537
Stock 311,990
Debtors 1,567,372
Bank overdrafts 378,001
Creditors (1,047,002 )
Deferred tax (167,133 )
4,652,765
Negative goodwill (613,698 )
4,039,067

Consideration paid
Cash payments 3,000,000
Legal fees and disbursements relating to purchase of subsidiary 39,067
Amounts due to a director of the group 1,000,000
4,039,067

Post acquisition trading results of Aspect Powder Coatings Limited
£
Turnover 3,742,416
Profit and loss before tax 1,964,628
Profit and loss after tax 1,860,706

Post acquisition trading results includes transactions with to other group companies that eliminate on consolidation, including profit on sale of freehold property to Bellator Holdings Limited of £1,548,943.

Bellator Holdings Limited (Registered number: 15448787)

Notes to the Consolidated Financial Statements - continued
for the Period 29th January 2024 to 31st December 2024

30. BUSINESS COMBINATIONS - STOKE GALVANISING LIMITED

Bellator Holdings Limited acquired 100% of the share capital of Stoke Galvanising Limited, a company registered in England and Wales, on 28 October 2024.

£
Fair value of assets and liabilities at date of acquisition
Tangible fixed assets 886,797
Stock 305,513
Debtors 2,472,695
Cash at bank 152,676
Creditors (540,614 )
Deferred tax (57,383 )
3,219,684
Positive goodwill 709,769
3,929,453

Consideration paid
Cash payments 3,388,878
Creditor for deferred consideration 500,000
Legal fees and disbursements relating to purchase of subsidiary 40,575
3,929,453

Post acquisition trading results of Stoke Galvanising Limited
£
Turnover 354,567
Profit and loss before tax 114,774
Profit and loss after tax 127,621

Post acquisition trading results includes transactions with to other group companies that eliminate on consolidation, including profit on sale of freehold property to Bellator Holdings Limited of £166,500.